Response to Appendix 3X Query
Released
Released
Announcement PDF
ASX Announcement
12 May 2023
ASX RELEASE ǀ CLEARVUE TECHNOLOGIES LIMITED
(ASX:CPV | OTC:CVUEF)
12 May 2023
Ben Dawson
Adviser, Listings Compliance (Perth)
ASX Compliance
Level 40, Central Park
152-158 St Georges Terrace
Perth WA 6000
Dear Ben
ClearVue Technologies Limited (‘CPV’): Response to Appendix 3X – Initial Director’s Interest Query
ClearVue Technologies Limited (‘ClearVue’) (‘the Company’) acknowledges receipt of the letter dated 10 May
2022.
The Company responds to the questions posed in your letter as set out below:
1:
Please explain why the Appendix 3X’s were lodged late
Failure to lodge the Appendix 3X – Initial Director Interest Notices for newly appointed directors
Mr Hoenicke and Mr Mowrey on time was due to an administrative oversight.
2:
What arrangements does CPV have in place under Listing Rule 3.19B with its directors to ensure that
it is able to meet its disclosure obligations under Listing Rule 3.19A?
The Company has arrangements in place with its directors under Listing Rule 3.19B whereby
directors provide timely, ongoing disclosure to the Company of all changes in notifiable interests
and any information necessary to enable the Company to give ASX a completed Director Interests
Notice within the required timeframe, and thereby meet its disclosure obligation under Listing
Rule 3.19A. These arrangements were adhered to, it was an administrative oversight not to lodge
the Appendix 3X’s in the required timeframe.
3:
1
If the current arrangements are inadequate or not being enforced, what additional steps does CPV
intend to take to ensure compliance with Listing Rule 3.19B?
Suite 7 / 567 Newcastle Street, West Perth, Western Australia 6005
P: +61 8 9220 9020
F: +61 8 9220 9029
E: hello@clearvuepv.com
W: www.clearvuepv.com
Current disclosure arrangements with directors are deemed appropriate and are adequately
enforced by the Company. As noted, the error in timing was a one-off administrative oversight by
the Company and future Director Interests Notices will be lodged within the required timeframe.
Yours sincerely
Harry Miller
Company Secretary
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ASX Announcement | 12 May 2023
10 May 2023
Reference: 74209
Mr Harry Miller
Company Secretary
ClearVue Technologies Limited
By email: hmiller@ventnorcapital.com
Dear Mr Miller
ClearVue Technologies Limited (‘CPV’): Appendix 3X – Initial Director’s Interest Notice Query
ASX refers to the following:
1. CPV’s announcement lodged on the ASX Market Announcements Platform (‘MAP’) on 1 May 2023
confirming the appointment of Mr Gerd Hoenicke and Mr Charles Mowrey as directors of CPV effective on 1
May 2023;
2. CPV’s Appendix 3X’s lodged on the ASX Market Announcements Platform (‘MAP’) on 10 May 2023 for Mr
Hoenicke and Mr Mowrey (the ‘Notices’);
3. Listing Rule 3.19A which requires an entity to tell ASX the following:
3.19A.1
‘The notifiable interests of a director of the entity (or in the case of a trust, a director
of the responsible entity of the trust) at the following times.
On the date that the entity is admitted to the official list.
On the date that a director is appointed.
The entity must complete Appendix 3X and give it to ASX no more than 5 business
days after the entity’s admission or a director’s appointment.
3.19A.2
A change to a notifiable interest of a director of the entity (or in the case of a trust, a
director of the responsible entity of the trust) including whether the change occurred
during a closed period where prior written clearance was required and, if so, whether
prior written clearance was provided. The entity must complete Appendix 3Y and
give it to ASX no more than 5 business days after the change occurs.
3.19A.3
The notifiable interests of a director of the entity (or in the case of a trust, a director
of the responsible entity of the trust) at the date that the director ceases to be a
director. The entity must complete Appendix 3Z and give it to ASX no more than 5
business days after the director ceases to be a director.’
4. Listing rule 3.19B which states that:
‘An entity must make such arrangements as are necessary with a director of the entity (or in the case
of a trust, a director of the responsible entity of the trust) to ensure that the director discloses to the
entity all the information required by the entity to give ASX completed Appendices 3X, 3Y and 3Z within
the time period allowed by listing rule 3.19.A. The entity must enforce the arrangements with the
director.’
ASX Limited [[Listings]]
ASX Customer Service Centre 131 279 | asx.com.au
As the Notices indicated that Mr Hoenicke and Mr Mowrey were appointed on 1 May 2023, it appears that the
Notices should have been lodged with ASX by 8 May 2023. As the Notices were lodged on 10 May 2023, it
appears that CPV may have breached listing rules 3.19A and/or 3.19B.
Request for Information
Under Listing Rule 18.7, we ask that you answer each of the following questions having regard to Listing Rules
3.19A and 3.19B and Guidance Note 22: Director Disclosure of Interests and Transactions in Securities Obligations of Listed Entities.
1. Please explain why the Appendix 3X’s were lodged late.
2. What arrangements does CPV have in place under Listing Rule 3.19B with its directors to ensure that it is able
to meet its disclosure obligations under Listing Rule 3.19A?
3. If the current arrangements are inadequate or not being enforced, what additional steps does CPV intend to
take to ensure compliance with Listing Rule 3.19B?
When and where to send your response
This request is made under Listing Rule 18.7. Your response is required as soon as reasonably possible and, in
any event, by no later than 2 PM AWST Monday, 15 May 2023. You should note that if the information
requested by this letter is information required to be given to ASX under Listing Rule 3.1 and it does not fall
within the exceptions mentioned in Listing Rule 3.1A, CPV’s obligation is to disclose the information
‘immediately’. This may require the information to be disclosed before the deadline set out in the previous
paragraph and may require CPV to request a trading halt immediately.
Your response should be sent to me by e-mail at ListingsCompliancePerth@asx.com.au. It should not be sent
directly to the ASX Market Announcements Office. This is to allow me to review your response to confirm that
it is in a form appropriate for release to the market, before it is published on the ASX Market Announcements
Platform.
Trading halt
If you are unable to respond to this letter by the time specified above, you should discuss with us whether it is
appropriate to request a trading halt in CPV’s securities under Listing Rule 17.1. If you wish a trading halt, you
must tell us:
the reasons for the trading halt;
how long you want the trading halt to last;
the event you expect to happen that will end the trading halt;
that you are not aware of any reason why the trading halt should not be granted; and
any other information necessary to inform the market about the trading halt, or that we ask for.
We require the request for a trading halt to be in writing. The trading halt cannot extend past the
commencement of normal trading on the second day after the day on which it is granted. You can find further
information about trading halts in Guidance Note 16 Trading Halts & Voluntary Suspensions.
Suspension
If you are unable to respond to this letter by the time specified above, ASX will likely suspend trading in CPV’s
securities under Listing Rule 17.3.
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ASX Customer Service Centre 131 279 | asx.com.au
Listing Rules 3.1 and 3.1A
In responding to this letter, you should have regard to CPV’s obligations under Listing Rules 3.1 and 3.1A and
also to Guidance Note 8 Continuous Disclosure: Listing Rules 3.1 – 3.1B. It should be noted that CPV’s obligation
to disclose information under Listing Rule 3.1 is not confined to, nor is it necessarily satisfied by, answering the
questions set out in this letter.
Release of correspondence between ASX and entity
We reserve the right to release a copy of this letter, your reply and any other related correspondence between
us to the market under Listing Rule 18.7A.
Questions
If you have any questions in relation to the above, please do not hesitate to contact me.
Yours sincerely
Ben Dawson
Adviser, Listings Compliance (Perth)
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ASX Customer Service Centre 131 279 | asx.com.au
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